UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Soliciting Material Pursuant to Rule 14a-12
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RESONANT
INC.
(Name
of Registrant as Specified in its Charter)
PARK CITY CAPITAL, LLC
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
MICHAEL J. FOX
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Park City Capital Announces Proxy Contest
at Resonant Inc.
to Maximize Value for Shareholders
DALLAS, TX, October 6, 2017 – Park
City Capital, LLC, the beneficial owner with its affiliates of approximately 6.5% of the shares of Resonant Inc. (Nasdaq: RESN),
today announced that it will initiate a proxy contest to elect a new board of directors at Resonant’s next annual meeting
of shareholders expected to be held in early June 2018. Resonant’s full board of directors is elected annually.
Park City believes that Resonant is in
critical need of new leadership at the board level to take the company in a new direction. Park City is concerned that the Resonant
board includes two company executives and a company service provider and overall lacks representation by shareholders with meaningful
ownership in the company. Park City believes that a board with true “skin in the game” will better advance shareholder
interests.
Park City is concerned that the current
Resonant board—with a lack of meaningful ownership in the company—has been all too eager to continually return to the
capital markets to effectuate dilutive financings and to implement excessive equity programs for executives. Park City is even
more concerned that the Resonant board has carried out its dilutive financing strategy while deliberately excluding Park City’s
current board representative from the board’s review process. Park City has attempted to work constructively with the board,
but has repeatedly been rebuffed and excluded simply for raising valid board matters for consideration.
Park City believes that Resonant’s
stock price does not reflect the true value of the company based on the potential for the company’s technology. Park City
believes that Resonant may be able to achieve a better outcome for shareholders by pursuing a sale of the company, which Park City
believes is likely to attract a buyer willing to value the company more favorably than the current market for Resonant stock.
Resonant has stated that its technology
is “creating a potential disruptive force in the RFFE supply chain that historically has been dominated by a few key players.”
Park City believes that a likely acquirer of Resonant is an established filter manufacturer/module company, which would be better
off acquiring Resonant’s technology than allowing it to disrupt the industry, would be in a better position to maximize the
value of Resonant’s technology in the market, and would not want any of its competitors to own Resonant’s technology.
Park City intends to nominate a full
slate of highly qualified and independent director candidates to replace Resonant’s current board. Over the next
several months, Park City will complete its review and selection of a full slate of highly capable director candidates. Park
City encourages shareholders to contact Park City to propose potential board candidates for inclusion in the slate.
On October 25, 2016, Park City announced
that it was initiating a proxy contest to elect new directors at ARI Network Services, Inc. (Nasdaq: ARIS) because it believed
that ARI was undervalued and had a unique opportunity to maximize shareholder value by seeking to sell the company. Park City wrote
letters to the ARI board and engaged in extended discussions with the ARI board in an effort to advance and assist with a sale
of the company. On June 21, 2017, ARI announced that it had entered into a definitive agreement to be acquired in an all-cash transaction
representing a 33% premium to ARI’s 60-day average closing stock price. The acquisition of ARI was closed on August 29, 2017.
Resonant and ARI are in different industries
and at different stages of development, and Park City believes that Resonant could attract a much higher premium to its stock price
in a sale transaction. However, although Park City’s efforts at ARI were highly successful, it cannot guarantee the same
or better results at Resonant. Park City can promise, however, that it will make every effort to maximize value for shareholders.
If you own shares of Resonant, Park
City would like to hear from you. Please contact Alliance Advisors, Park City’s proxy advisor, toll-free at 855-737-3183,
or Michael J. Fox of Park City at 214-855-0801.
# # #
Park City Capital, LLC and Park City Capital
Offshore Master, Ltd. intend to make a filing with the SEC of a proxy statement and accompanying proxy card to solicit votes for
the election of director nominees at the 2018 annual meeting of shareholders of Resonant Inc.
Park City Capital Offshore Master, Ltd.
beneficially owns 1,035,000 shares of common stock, and warrants to purchase an additional 335,000 shares of common stock, of Resonant.
Park City Capital, LLC, which is the investment manager of Park City Capital Offshore Master, Ltd., and Michael J. Fox, who serves
as the managing member of Park City Capital, LLC, also beneficially own these shares. In addition, Mr. Fox holds 28,667 shares
of common stock, warrants to purchase 10,700 shares, and 29,594 restricted stock units of Resonant in his individual capacity.
Park City Capital, LLC, Park City Capital
Offshore Master, Ltd., their control persons, and their nominees to the Resonant board will be the participants in this proxy solicitation.
Information regarding the participants and their interests in the solicitation will be included in Park City’s proxy statement
and other materials filed with the SEC. SHAREHOLDERS OF RESONANT SHOULD READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY
AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE ANNUAL MEETING AND PARK
CITY’S NOMINEES TO THE BOARD AND SOLICITATION OF PROXIES. THESE PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S
WEBSITE AT WWW.SEC.GOV OR FROM ALLIANCE ADVISORS, LLC.
Contact:
Alliance Advisors
Peter Casey, 973-873-7710
Toll-free number: 855-737-3183
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